Terms and Conditions for PSP Agreement:

The terms and conditions are legally binding agreement and are incorporated into and form an integral part of the agreements executed with Safexpay Software Solutions LLC.

DEFINITIONS:

“Acquiring Banks” shall mean various banks, financial institutions, Card Associations, payment system providers who are defined and licensed under the Central Bank regulations, banking laws, and/or Payment and Settlement Systems who enable payment collection services with the help of technology services providers or through their own payment gateway technologies that facilitate information technology services including but not limited to internet based electronic payments, Payment Gateways and electronic software distribution services.

“Acquiring Bank Services” shall mean the payment gateway system and services provided by the Acquiring Banks such as to (i) route internet based Valid Card transactions; (ii) offer various facilities through the internet;(iii) provide Authentication and Authorization from Card Associations or other third-party clearing houses; and (iv) provide settlement facilities in respect of payment instructions initiated by Customer on Merchant’s Website, payment links or e-invoicing.

“Agreement” shall mean agreements, this Terms and Conditions, and all other documents (which may be signed between Safexpay and the Merchant from time to time in relation to subject matter of the agreement) and all schedules, appendices, annexures and exhibits attached to it or incorporated in it.
“Authentication” and its cognate forms shall refer to the process by which Customer’s identification is authenticated by the Acquiring Banks and Facility Providers.

“Authorization” and its cognate forms shall refer to the process by which the Issuing Institution and/or the relevant Card Association communicates approval of Customer Charge on Customer upon receipt of Customer’s payment instructions through the Payment Instrument in respect of Customer’s transaction conducted on Merchant’s Website.

“Business Days” shall mean any day on which Acquiring Banks are open for business in UAE, other than Saturday, Sunday and any days declared by Safexpay, UAE, and/or Acquiring Bank as a holiday.

“Card Associations” shall mean and include Master Card, Visa, Diners Card, American Express Card, Visa Electron, Maestro, JCB, CUP, RuPay or any other card association as may be specified by Safexpay from time to time.

“Card Association Rules” mean the rules, regulations, releases, guidelines, processes, interpretations and other requirements (whether contractual or otherwise) imposed or adopted by any Card Associations.
“Central Bank“ shall refer and mean the Central Bank of UAE.

“Chargebacks” shall mean the approved and settled Transactions (defined hereinbelow) which are at any time refused, debited or reversed from Merchant’s Bank Account or from Merchant’s Settlement Amount in the Nominated/Acquiring bank Account (shall also include similar debits to Safexpay’s bank accounts, if any) by the Acquiring Bank for any reason which include bank fees, penalty and any other charges incidental thereto in relation to such transactions , or otherwise becomes uncollectible from Customer, and pursuant to which the Issuing Institution, Facility Providers, Card Associations, Central Bank , or any participating institution brings a claim against Safexpay for Transactions, including but not limited to: (i) which are cancelled or remain unfulfilled or not delivered by Merchant post payment by Customer; or (ii) related in any manner to defective Products provided by Merchant or to a deficiency in provision of Merchant’s services; or (iii) which are disputed by Customer owing to incorrect, excessive or duplicate billing; or (iv) which are cancelled by Customer in advance for payments of a recurring nature, only when cancelled in advance; or (v) for which refunds/chargebacks are effected by the Acquiring Bank or Safexpay for any reasons attributable to Merchant; or (vi) for which charge/debit arising out of any alleged hacking or breach of security or encryption of, or system error; or (vii) that are considered suspicious or fraudulent based on Customer’s allegation, irrespective of whether the fraudulent incident is verified by Safexpay, Acquiring Banks or the Facility Providers; or (viii) Transactions for which Proof of Transaction (defined hereinbelow) is not provided by Merchant within Three (3) days from Safexpay’s request; or (ix) Transactions for which any dispute raised by Customer is not resolved within Sixty (60) days from Merchant receiving a complaint in relation thereto.

“Confidential Information” shall mean any and all written, oral or other tangible or intangible form of information, discoveries, ideas, concepts, know-how (whether patentable or copyrightable or not), research, development, designs, drawings, blueprints, diagrams, models, samples, flow charts, data, computer programs, disks, diskettes, tapes, algorithms, software programs, marketing plans or techniques, technical, financial, or business information”, trade secrets which includes but is not restricted to any portion or scientific or technical or proprietary information, design, process, procedure, formula or improvement which is not generally available to the public as delivered by either Party (“Disclosing Party”) to the other Party (“Receiving Party”) within the framework of the agreement or resulting therefrom. Provided that Confidential Information disclosed orally or those produced by electronic media or through any other intangible means shall be deemed confidential if it is identified as being confidential if it is reduced in writing within thirty (30) days of the date of disclosure. Such writing shall specify the date, time, place, persons involved and the substance of the confidential information so disclosed.

“Customer” means legal/ natural person making use of a payment service/ payment Instrument offered by a Safexpay in his capacity as Payer or Payee and who desires to purchase Merchant’s Products/Services from Merchant and makes payment for the same using Safexpay’s Platform.
“Customer’s Bank Account” shall mean a bank account, digital wallet, or credit/ prepaid/ cash card account of Customer with an Issuing Institution.
“Customer Order” shall mean an order placed by Customer to Merchant for Merchant’s Products/Services and which shall specifically be designated by a Customer Order Number (“CON”), which can be used by Customer for obtaining details about the Customer Order including without limitation details of the status of such Customer Order.

“Customer Charge” means the base price of Merchant’s Products/Services as purchased or availed of by Customer plus the shipping charge (if any) and all other taxes, duties, costs, charges, and expenses in respect of Merchant’s Products/Services that are to be charged to Customer’s valid Payment Instrument.
“Customer Data” shall mean and include the Personal Information and Sensitive Personal Information of Customer and all the various types of data related to Customer and including but not limited to such data that is related to Customer’s Payment Instruments and Valid Cards (whether expired or not).
“Delivery” shall mean, in respect of a Product, dispatch/delivery of the Product by a courier/parcel service to Customer by Merchant at the address specified by Customer at the time of placing the Customer Order or in respect of a Service, delivery/performance of the Service by Merchant, Proof of Transaction of which shall be submitted by Merchant to Safexpay that the Product has been dispatched to the address specified by Customer, and in respect of a Service, delivery/performance of the Service is duly completed. Safexpay reserves the right to call for physical proof of dispatch/delivery in respect of delivery/performance of the Product/Service, if required, on case-to-case basis.
“Effective Date” means the date as first above mentioned.

“Facility Provider(s)” shall mean and connote various banks, financial institutions and various software providers who have been engaged by Safexpay from time to time and are in the business of providing information technology services including but not limited to Internet based, Payment Gateways and electronic software distribution services. These Facility Providers allow Safexpay to use the Payment Gateways developed by them to route Valid Card transactions entered into on the Internet to third party clearing houses/ Acquiring Banks.
“Governance Arrangements“ shall mean and include:
A Board of Directors consisting of persons with credibility, integrity, and knowledge in payment systems;
A defined organization structure, including (but not limited) to ownership and management structure;
Internal control and audit functions to minimize the risk of fraud; Appropriate systems and controls (including a competent compliance team) to monitor all payment transactions for each Customer, in terms of both volume and velocity; and Documented Consumer protection, complaint management and dispute resolution measures.

“Internet” shall mean any medium or channel of communication based on Internet networks and protocols (IP) and/or technologies and include technologies, formats and standards currently identified as “ADSL”, ‘Broadband” “Web”, “WAP”, “GPRS”, “EDGE” or similar technologies, present or future.
“Issuing Institution” in respect of a customer, means a bank or a financial institution which has issued the valid Credit Card/Debit Card/Net-Banking Account to Customer with which Customer makes the payment for Merchant’s Products/Services on Merchant’s Website.
“Merchant/s” includes partnership firms, limited liability Company (LLC), sole proprietorship concerns, private or public Shareholding companies, Civil Company or any other entity whether incorporated or not, as the case may be, and a Person who accepts Payment Instruments as a mode of payment for the purchase and sale of goods and services.

“Merchant’s Bank Account” shall mean the bank account maintained by Merchant, in a bank operating in UAE, which it nominates for settlement of its Settlement Amount and the details of which are provided in the Agreement.
“Merchant’s Website” shall mean the active website specified in the Agreement and/or the mobile applications, payment-links, e-invoices or any other interface, which are controlled, operated, or owned by Merchant and established for the purposes of enabling Customer to view and/or avail Products/Services and carry Transactions for purchase of Products/Services offered thereon, and where Customer can make payments for Products/Services purchased from Merchant.

“Nominated Bank” shall refer to mean a commercial bank providing bank account services to Safexpay in accordance with Central Bank regulations and applicable laws.

“Nominated Bank Account” shall refer to mean Safexpay’s bank account maintained with the Nominated Bank for facilitating payment collections, holdings, management, and disbursal in accordance with the Central Bank regulations and applicable laws.
“Outstanding Amount” shall mean the amounts payable by Merchant to Safexpay such as:
Outstanding Service Fees;
Chargeback related refunds;
Any penalties imposed by Central Bank, Acquiring Banks, or Card Associations, and incurred by Safexpay on actuals as a result of refunds attributable to Merchant, including but limited to Chargebacks, which are hereby authorized by Merchant specifically to be transferable to Safexpay’s bank account, and any fees or other payments owed to Safexpay by Merchant under the agreement including any costs, penalties or refund overdraft incurred or suffered by Safexpay for reasons attributable to Merchant, which are hereby authorized by Merchant specifically to be transferable to Safexpay’s bank account.
“Payment Gateways” which provides technology infrastructure to route and facilitate processing of an online payment transaction without any involvement in handling of funds.

“Payment Instrument” means a Valid Card, BNPL, digital wallets, or any other methods of payments/features/services that may be added by Facility Providers from time to time and incorporated by Safexpay as part of the payment options available on Merchant’s Website to be used by Customer for paying Customer Charges.
“Payment Mechanisms” shall mean the mechanism of making payment by utilizing the payment facilities enabled by Acquiring Banks, Facility Providers, payment system participants and shall include facilities such as payments through Payment Instruments, or any other payment mode or mechanism that is added by Safexpay from time to time during the Term of the agreement.

“Personal Information and Sensitive Personal Data & Information” shall have the same meanings as provided in the Personal data protection law, Federal Decree Law No. 45 of 2021 regarding the Protection of Personal Data, and the rules made thereunder.
“Products/Services” shall mean the goods, products including digital products and/or services that are made available by Merchant on Merchant’s Website.
“Proof of Transaction” shall mean and include sufficient legitimate records evidencing successful completion of Transaction, including but not limited to acknowledgment receipts, sales record or proof of trade, delivery of goods/services and such as, shipping slip, product acknowledgement receipt, etc.
“Reserve” shall mean the interest free, refundable funds provided and replenished by the Merchant to Safexpay from time to time.

“Safexpay” shall mean Safexpay Software Solutions LLC.

“Safexpay’s Platforms” shall collectively refer to the software applications and software-based solutions provided through Website along with Safexpay’s Services and proprietary software for the purposes of enabling receipt, collection, and settlement of Settlement Amount to Merchant.
“Safexpay’s Services” shall refer to mean the services to be provided by Safexpay as mentioned anywhere in the agreement.
“Settlement Amount” shall mean Customer Charge minus the Service Fee and any other charges/fees payable by Merchant to Safexpay or Facility Providers.
“Settlement Institution“ means an institution that provides facilities for Participants of a Payment System to hold funds and/ or for settlement of payment transactions between the Participants;
“Transaction” means a Customer Order that results in the Delivery by Merchant to Customer of Merchant’s Product/Services, and in respect of which the Customer Order was placed.
“UAE“ shall mean United Arab Emirates.

“Valid Card” means any unexpired Visa/MasterCard, Visa Electron or a Maestro or cash card, pre-paid card or Credit Card/Debit Card or such other card as may be specified to Merchant from time to time and which are provided by the Issuing Institution designated to issue such cards, to Customer provided such cards are not listed in Visa/MasterCard’s and other current warning bulletins.

CONNECTIVITY AND INTEGRITY OF HOTLINK

Safexpay and the Merchant shall work together to link Safexpay’s Platform with the Merchant’s Website and integrated software’s, for the purpose of connecting Merchant’s Website with the various Payment Gateways provided by the Facility Providers. The Merchant agrees to be responsible at its own costs and for providing and maintaining all necessary equipment, software, and facilities at its end so as to connect Merchant’s Website with Safexpay’s Platform to facilitate seamless Transactions. Each Party shall cooperate with the other Party and render assistance to it for connecting the respective software systems of the Parties.
For security during transmission of data in the course of providing services to Customers, the Parties shall mutually work upon developing and implementing various mechanisms.

The Merchant shall take all such measures as may be directed by Safexpay to ensure that there is no breach of security and the integrity of the link between Merchant’s Website and Payment Gateways (“Hotlink”) is maintained. Merchant shall ensure that all Merchant’s Customer are properly directed to the Payment Gateways. Merchant shall ensure that there are proper encryption and robust security measures to prevent any hacking into the information of Customer and Customer Data including all card and payments related data. In addition to the above, Merchant shall also comply with security practices and procedures as prescribed in the Personal data protection law and the rules made thereunder and/or the Central Bank regulations and the applicable laws. Any loss incurred to Safexpay or the Acquiring Bank as a result of the Hotlink being breached due to improper security on the part of Merchant and its employees, contractors, agents, etc. and/or on Merchant’s Website, shall be borne solely by Merchant. Merchant agrees to indemnify, defend, and hold harmless the Indemnified Parties against all Claims (defined hereinbelow) arising in relation thereto
Without prejudice to the generality of the aforesaid, the Merchant shall routinely and at such time intervals as may be specified by Safexpay and/or the Acquiring Banks check the integrity of the Hotlink at Merchant’s Website and provide such reports (“MIS”) as may be required by Safexpay and/or Acquiring Banks from time to time.

AUTHORIZATION AND AUTHENTICATION OF TRANSACTIONS

The Acquiring Bank and/or Facility Providers will authenticate, authorize, and process the payment instructions given by Customer on Merchant’s Website, Payment-link or e-invoicing in respect of the Transactions upon fulfillment of valid criteria as set forth by the Acquiring Banks and the Card Associations from time to time and accordingly transfer such approved Customer Charge from Customer’s Bank Account to the Nominated/Acquiring bank Account.
Merchant understands that Safexpay, Acquiring Banks and/or Card Associations may reject authorization of Transaction placed by Customer for any below mentioned reason including but not limited to risk management, suspicion of fraudulent, illegal or doubtful Transactions, selling of Non supportive category items as provided in Annexure – E, use of compromised Valid Cards, use of blacklisted/banned cards or in accordance with the _Central Bank, Acquiring Banks, Issuing Institution and/or Card Association Rules, guidelines, regulations, etc. and any other laws, rules, regulations, guidelines in force in UAE , etc.

Merchant acknowledges that as a risk management tool, and upon the request of Acquiring Banks or Card Associations or Central Bank, Safexpay or the Acquiring Banks may limit or restrict Transaction size, amount and/or monthly volume at any time for the Merchant. For the purpose of clarity such limitations or restrictions may be imposed for the following reasons including but not limited to limits/restrictions on the number of purchases which may be charged on an individual Valid Card during any time period, rejection of payments in respect of Customer Orders from Customer with a prior history of questionable charges, unusual monetary value of Transaction, etc. or suspend the service at any time in accordance with the Card Association Rules, Acquiring Banks instructions or Central Bank regulations as may be applicable. Further, as a security measure, Safexpay, Facility Providers, Card Associations or the Acquiring Banks may at their sole discretion block any card number, account numbers, group of cards or Transactions from any specific blocked or blacklisted customer cards, accounts, specific or group of IP addresses, devices, geographic locations and/or undertake any other risk mitigation measures as deemed fit.

SERVICE FEE:

In consideration of Safexpay’s Services, and subject to other provisions of the agreement and Central Bank regulations and directions issued from time to time, the Merchant shall pay to Safexpay, Service Fees as detailed in the Agreement.

The Service Fee can be deducted by Safexpay or Acquiring bank from Customer Charge payable to Merchant in respect of each completed Transaction. The Service Fee may be revised pursuant to (i) any revision in the service charges by the Acquiring Banks and/or the Card Associations, and/or Central Bank (ii) Safexpay determining that the same is required to be done in order to comply with Central Bank regulations and the applicable laws, (iii) on account of any regulatory or government induced modifications or changes; or (iv) If Merchant intends to modify its business category, payment type and/or amend the method or conditions for selling of goods, engaging of services or performing of works, affecting Safexpay’s Services or its systems and the same is approved by Safexpay. Notwithstanding the foregoing, Safexpay reserves the right to revise the Service Fee periodically, and Safexpay will intimate Merchant of any such change within a reasonable time. If such revised Service Fee is not acceptable to Merchant, either Party may terminate the Agreement forthwith by providing a prior written notice of 15 days. Upon termination, Safexpay’s Services may be suspended forthwith.

Safexpay undertakes to comply with all the compliances mandated under the VAT as may be applicable on Safexpay by the relevant government authority including timely deposit of VAT to the government and maintaining appropriate compliance rating.
The Service Fee payable under the agreement may be subject to withholding taxes as may be applicable and which shall be deducted and paid to the governmental authority by Merchant within the period of time required by law.

If, and to the extent VAT is applicable on the Service Fee, Merchant shall pay such amounts to Safexpay together with the actual invoice amount.
Merchant shall provide its VAT number along with VAT registration certificate to Safexpay at the time of execution of the agreement for the purpose of deduction and filing of VAT returns or other applicable tax returns, etc., before the relevant authority. VAT shall be exempted only where specifically exempted under the VAT law subject to Merchant furnishing a declaration to this effect as prescribed under the VAT law.
For the purpose of recording revenue and expense in the books arising from the agreement, Parties shall consider their respective internal accounting policies.

TERMS OF SETTLEMENT:

Subject to provisions of the agreement, all payment transaction shall be settled via settlement institution and on receipt of the Customer Charge in the Nominated/Acquiring Bank account, Safexpay shall endeavour to instruct the Nominated Bank to transmit the Settlement Amount from the Nominated/Acquiring Bank Account to Merchant’s Bank Account within the agreed settlement cycle or within the time period prescribed by Central Bank from time to time,.
Safexpay shall ensure that it meet the technical and security requirements of the Settlement institution. Merchant agrees and acknowledge that Central Bank reserves the right to request Safexpay to change settlement institution whenever it deems necessary.
Merchant understands that the Transaction shall be considered as completed only upon receipt of Customer Charge in the Nominated/Acquiring Bank Account from the Acquiring Banks and reconciliation of the same by the Acquiring Banks, Safexpay and the Nominated Bank, Merchant providing Proof of Transaction to Safexpay (only applicable upon Safexpay’s demand), and confirmation by Customer of completion of the delivery of Products/Services without exercising the right to claim a refund during the refund period specified by Merchant (“Completion of Transaction”). Merchant shall render the Products/Services to Customer only upon Transaction confirmation from Safexpay to Merchant. Merchant acknowledges that Safexpay shall give confirmation only upon receipt of Transaction confirmation from the Acquiring Bank. Safexpay shall not be responsible for any Transactions that have not been confirmed with Safexpay by the Acquiring Banks.
If Safexpay or the Acquiring Banks desire to verify Transactions, Merchant shall provide Safexpay/Acquiring Banks with all relevant information and documents including all Proofs of Transactions immediately within Seven (7) days from the receipt of communication from Safexpay about the same to the satisfaction of Safexpay or the Acquiring Bank, provided that, if Safexpay so requires, the physical copy of the Proof of Transaction shall be made available in original to Safexpay. Merchant shall assist Safexpay/Acquiring Banks in order to acquire such information and documents and shall not, in any circumstances, obstruct, weaken, destroy or hinder Safexpay from acquiring such information and documents. Safexpay and/or the Acquiring Banks have the right to reverse Customer Charge amount to Customer and/or reject Customer Charge to Merchant, if Proof of Transaction is not provided in accordance with the provisions of the agreement.

Merchant further acknowledges that transmission of the Settlement Amount to Merchant’s Bank Account shall be subject to reconciliation of Customer Charge by the Acquiring Banks, Safexpay and the Nominated Bank after actual receipt of Customer Charge in the Nominated/Acquiring Bank Account.
Merchant acknowledges, confirms and agrees that Merchant shall be responsible for reconciliation of the Transactions processed under the Agreement with the Transaction details provided by Safexpay through Merchant dashboard. Merchant shall be solely responsible for reconciliation of the Transaction details and the respective Settlement Amount with the Transaction(s) made on Merchant’s Website using Safexpay’s Services.
Merchant acknowledges, confirms and agrees to report, any discrepancy arising due to, including without limitation, any error/fault/fraud/mismatch and/or any other reason or discrepancy whatsoever, to Safexpay immediately upon first knowledge of such discrepancy or within seven (07) Business Days, whichever is earlier, from settlement of the Settlement Amount in Merchant’s Bank Account (“Incident Reporting Timeline”), failing which the reconciliation statement (available on Merchant dashboard or shared otherwise) shall be final and binding, with no further recourse and/or right to dispute the reconciliation statement or the Settlement Amount for such Transactions. Upon being intimated of any discrepancy within the time period mentioned above, the reconciliation statement shall be updated accordingly.

Merchant hereby expressly and irrevocably acknowledges and agrees that Safexpay shall in no event be liable for any claims and/or losses and/or damages arising due to any discrepancy of any nature whatsoever unless raised within the Incident Reporting Timeline with Safexpay in terms of the agreement and Safexpay hereby expressly disclaims any and/or all liability and/or obligations arising beyond the Incident Reporting Timeline.

Merchant hereby agrees that all payments with respect to refunds and Chargebacks shall be the sole responsibility of Merchant and Safexpay shall not be liable for any claims, disputes, penalties which may arise in connection with such refunds or Chargebacks to Merchant or Customer. Merchant agrees to indemnify and hold harmless the Indemnified Parties in respect of any Claims that arise in relation to refunds or Chargebacks for all Transactions initiated and instructed through Merchant’s Website.

Notwithstanding anything contained anywhere in the agreement, Merchant hereby fully confirms and agrees that Safexpay, Acquiring Bank and Nominated Bank reserve the right to reject payments with respect to any Customer Charge for reasons including but not limited to unlawful, unenforceable, doubtful or erroneous Transaction, Chargeback, refund, fraud, suspicious activities, card Authentication and Authorization issues, overpayment made due to errors, penalties incurred, Transaction related issues, issues related to Delivery, Customer Charge or Product/Services related defects or deficiencies, if the Transaction was not made in accordance with the requirements of Safexpay and/or the Acquiring Banks and/or Card Association.

In the event of rejection of payment with respect to refunds of Customer Charge, or other Outstanding Amounts due to Safexpay and/or Acquiring Bank by Merchant, Safexpay and/or the Acquiring Bank reserves the right, and Merchant hereby specifically authorizes Safexpay to reverse the credit given to Merchant’s Bank Account or set-off the payment amount rejected, Chargebacks, or the Outstanding Amount, against Settlement Amount payable to Merchant. Safexpay and/or Acquiring Banks may also deduct the payment amount due from future Settlement Amounts payable to Merchant with respect to subsequent Transactions.

If Safexpay, Acquiring Banks, or Card Associations determine that Merchant is incurring an excessive number of Chargebacks, Safexpay may request a reserve in an amount reasonably determined by Safexpay to cover anticipated Chargebacks. For the purpose of the agreement excessive amount of Chargeback shall mean a Chargeback ratio which is equivalent to or higher than 15 % for Merchant’s line of business. Any amount retained towards the rolling reserve shall be transferred to Merchant only upon cessation of Safexpay’s Services. At its option, Safexpay may demand an appropriate amount of security deposit during the Term of the agreement depending upon the risk assessment by Safexpay/Acquiring Banks/Card Associations in relation to the Product/Services provided by Merchant by way of the agreement. Merchant also confirms and agrees that it shall submit the said security deposit without any demur and delay within seven (07) Business Days from the date of intimation by Safexpay. After Safexpay’s request to maintain such a security deposit, any failure by Merchant to so comply with the foregoing shall be considered as a material breach of the agreement. Merchant also agrees that the security deposit shall be forfeited by Safexpay at its sole discretion in the event of any breach of the terms & conditions of the agreement. However, Safexpay shall refund/discharge the security deposit post completion of six (06) months from the termination or expiry of the agreement, whichever is later on the basis of risk assessment report only.

All Settlement Amount due to Merchant under the agreement may be suspended or delayed till such time as Safexpay, the Acquiring Banks and/or Nominated Bank deems fit, if (i) Merchant or its Customer or a third party commits any fraud or violates any law or legal requirement; (ii) Safexpay and/or the Acquiring Banks have reasons to believe that a fraud has been committed against Customer, Safexpay, Acquiring Banks or any third party by Merchant, its Customer, or any other third party; or that Merchant or Customer has done any fraud or assisted in the same in connivance with any other person; or that any transaction has been fraudulently initiated; (iii) Merchant has excessive pending Chargebacks or poses high Chargeback and/or refund Risk; (iv) non-delivery or delayed Delivery of Products/Services to Customer; or (v) for any other reasonable reasons.
Merchant shall ensure that if the time of receipt is not on a business day / after cut-off hours set by Safexpay, then the time of receipt of the payment order shall be determined on the following business day.

CHARGEBACKS
Safexpay will notify Merchant of any Chargeback within [24-48] hours of receiving such notification from the Acquiring Bank, Card Associations or relevant third party, including the details and reasons for the Chargeback request.

Merchant acknowledges and agrees that if a payment is made by Customer through any Payment Instrument against a Transaction, for which the Issuing Institution/Customer raises a Chargeback claim on Safexpay, Safexpay shall deduct the equal amount of said claim from the Settlement Amount payable to Merchant once matter is decided in favour of Customer. Merchant hereby authorizes Safexpay to (i) adjust the Chargeback amount with the Settlement Amount to the extent of the uncollectible amount; and (ii) upon termination, to withhold such amounts taking into consideration the Chargeback history and pattern of the Merchant’s Customer, to facilitate the settlement and resolution of any pending Chargeback related issues arising out of any Transactions conducted pursuant to the agreement. Safexpay confirms that these amounts shall be withheld for such period as may be then prevailing in respect of the time-period allowed to Customer for initiating a Chargeback under the Card Association Rules or the Central Bank guidelines and directions for resolution of such disputes.

Safexpay may also demand/call for relevant records including Proof of Transactions for evidencing the fulfillment and/or Delivery of Product/Service by Merchant, which shall be provided no later than Two (02) Business Days of Safexpay’s intimation or within the timelines as provided by the Issuing Institution/concerned authorities, whichever is earlier. Merchant shall be deemed to have accepted the Chargeback in case the supporting documents are not provided by Merchant within the prescribed timelines, in which case the amount in respect of such charge which was debited upfront shall not be reversed and no claim of Merchant shall be entertained in this respect. Such amount shall be reversed to Merchant if the resolution provided by Issuing Institution or relevant authorities pertaining to the Chargeback is in the favour of Merchant.

Merchant acknowledges that the timing for raising Chargebacks and retrieval requests, any defense of a Chargeback and allocation of related penalties will be handled in accordance with the applicable procedures and/or guidelines set by the Card Association or the applicable regulatory body in UAE
Merchant understands that if Merchant’s refund policy prohibits returns or if a Product/Service is unsatisfactory to Customer, Merchant may still receive a Chargeback relating to the disputed Transaction.

Merchant agrees that if its Chargebacks in any month crosses 2 % of total transaction value of that month then: (i) Merchant will submit security deposit equivalent to [25% of volume of preceding month / average of last 3 months, whichever is higher (ii) The terms of the bank guarantee/security deposit will be re-evaluated after one (01) year or expiry/termination of the Agreement, whichever is earlier.

If Safexpay is unable to adjust any refund/Chargeback amount from the Settlement Amount due for any reason including but not limited to due to insufficient balance in the available with Safexpay/Acquiring Bank for the Merchant, an intimation/notice would be sent to Merchant and Merchant shall pay such amount to Safexpay within five (05) Business Days from the date of intimation. In case Merchant fails to pay within the given timelines, Safexpay shall be entitled to charge Merchant late payment interest at the rate of [20%] per month on all late payments from the date of the intimation until the actual date of payment in addition to any penalties that are imposed by the _Central Bank /Acquiring Banks/Card Associations for which Merchant alone shall be responsible and liable for.

REFUNDS AND RETURNS POLICY

Merchant agrees to process returns of, and provide refunds and adjustments for, Products/Services sold and/or payment collected through its Merchant’s Website in accordance with the terms and conditions of return and refunds provided on Merchant’s Website, and the provisions of the agreement, the Acquiring Banks’ instructions and Card Association Rules. Merchant understands that all refunds must be routed through the same Payment Gateway/Acquiring Banks through which the Transaction was made. In the event that Merchant initiates refunds through any other mode, Merchant shall be fully liable for all Chargebacks raised in respect of the Transaction refunded. Merchant shall ensure that Safexpay at all times have sufficient funds of Merchant to process refunds initiated and in case of any shortfall, Merchant shall duly and timely replenish the same either by itself or through any other arrangement with Safexpay. Safexpay shall not be liable to process any refund initiated in the event of insufficient funds. Further, any liability/penalty imposed by Central Bank on Safexpay for delayed refund to Customer shall be borne by Merchant.
Merchant understands that no refund/Chargeback shall be processed by Safexpay after a period of one hundred and twenty (120) calendar days from the date of Transaction.

Merchant shall (i) maintain a fair return, cancellation, or adjustment policy in accordance with type of business; (ii) disclose its return or cancellation policy to Customer at the time of payment, (iii) not give cash refunds to a Customer in connection with a card sale, unless required by law, and (iv) not accept cash or any other item of value for preparing a card sale refund.
Merchant agrees and understands that Safexpay may charge Customer for cancellation of Payment order as per Central Bank Regulation. Further Merchant understands that its Customer shall not revoke payment order once it has been received by Safexpay, but the Payment order can be revoked only if it has been agreed between its Customer and Safexpay.
Merchant understands that Safexpay shall restore the Customer debited account to its original state in case of incorrect transaction, if there has been no deficiency in payment transaction.
Merchant understands that for unauthorized payment transaction(s), Safexpay must immediately refund the full amount of the unauthorized payment to the Customer, except where Safexpay and/or Acquiring Bank can prove the Customer has acted fraudulently.
The amount of the refund/adjustment must include any associated taxes required to be refunded; however, the refundable amount shall not exceed the amount shown as the total on the original sales data. Any tax liability related to the refunds shall be that of Merchant alone and borne by Merchant from the Settlement Amount.

It is hereby agreed and acknowledged by the Parties that the Service Fee charged by Safexpay in respect of a Transaction that has been confirmed shall not be refunded or repaid by Safexpay to Merchant or any other person irrespective of Customer Charge being rejected, Chargeback, refunded or disputed.

CUSTOMER SUPPORT

Merchant is solely responsible for all Customer service issues relating to the Transaction, Products/Services sold on Merchant’s Website, Customer Charge, Customer Order fulfillment, Customer Order cancellation, returns, refunds, Chargebacks and adjustments, rebates, functionality and warranty, technical support, customer support and feedback concerning experiences with its personnel’s, policies or processes.
Merchant is responsible and liable to communicate following information received from Safexpay to Payer upon receiving Payment order:
A unique reference number enabling the Payer to identify the payment transaction.
The payment transaction amount (including any charges therewith payable by the Payer).
The identity of the Payee, if available; and
The date on which the payment order was placed.

Further, Merchant is also responsible and liable to communicate following information received from Safexpay to Payee upon execution of Payment transaction:
A unique reference number enabling the Payee to identify the payment transaction
The payment transaction amount (including any charges therewith payable by the Payee).
The identity of the Payer, if available; and
The credit value date
Merchant shall provide Customer support where customer can make inquires and file the complaints concerning its products/services as per Merchant’s customer support policies (which shall be in compliance with Central Bank Regulation and all applicable laws, including but not limited to Federal Law No. 15 of 2020 on Consumer Protection, as amended from time to time).

In performing Customer support services, Merchant will always present itself as an entity separate from Safexpay, Acquiring Bank, and Facility Providers. Under no circumstances shall Safexpay be responsible for customer support to Customer or any third party for any customer grievance pertaining to Customer Order fulfilment and/or Customer Order cancellation. Safexpay, the Facility Providers and the Acquiring Banks shall not be a party to the agreement(s) between Customer and the Merchant in any manner whatsoever. All such agreement(s) are directly between the Merchant and Customer, as the case may be.. “Safexpay, the Facility Providers and the Acquiring Bank reserve the right to request an investigation into the terms and conditions agreed upon between the Merchant and the customer. The Merchant agrees to provide all necessary documents for this purpose.

Safexpay shall provide a clear mechanism to address Customer Complaint and dispute management framework (“Grievance Mechanism”) as per guidelines / code of conduct issued by Central Bank, other concerned regulatory authorities and Card Associations.
Merchant shall ensure that if Customer has any complaint, it shall notify its complaint to Safexpay within sixty (60) days from the date of occurrence. Safexpay shall provide Customer within three (3) days of receipt of the complaint with sufficient information to track the complaint including (i) a unique reference number and (ii) the date on which complaint was file. Safexpay shall endeavour to resolve all the complaints within sixty (60) days of being filed and notify the Customer of the outcome.

SECURITY OF CARD HOLDER DATA

Safexpay shall implement reasonable security systems and protocols commensurate with the sensitivity of Customer Data and all data related to card, and payments, in compliance with all applicable laws, rules, security standards & protocols and regulations including without limitation (a) Personal data protection law and the rules made thereunder; (b) Central Bank Regulations as may be amended from time to time, when they become applicable, or earlier at Safexpay’s discretion; (c) Payment Card Industry-Data Security Standard (PCI-DSS) and Payment Application-Data Security Standard (PA-DSS) (d) Retail Payment Service and Card Scheme Regulation and (e) Europay, Mastercard, and Visa (EMV) Compliance .
Any Customer Data that is collected, stored, accessed by or transferred to Safexpay in furtherance of the agreement shall at all times be used by Safexpay solely and exclusively to carry out the obligations under the agreement and for no other purposes whatsoever.

Merchant shall be solely responsible for any liability arising out of the use of Customer Data by Merchant in contravention of the agreement or any applicable laws. This clause shall survive the Termination of the agreement.

In the event of any security incident, that occurs at the Merchant’s Website including any hacking, unauthorized intrusions, placement of viruses or worms, as a result of which Personal Information or Sensitive Personal Information is leaked, disclosed or compromised, then the Merchant shall indemnify and hold harmless the Indemnified Parties against all Claims that may arise in relation to such security incidents.
Merchant shall disclose its privacy policy, cancellation policy, refund policy, privacy policies, disclosures/disclaimers, terms of use pertaining to the Merchant’s Website on Merchant’s Website, which shall clearly provide that Customer Data is protected and no Customer Data provided by Customer or collected by Merchant shall be utilized in any manner whatsoever which could directly or indirectly result in any harm to Customer, or which could constitute a breach of privacy.

INTELLECTUAL PROPERTY

The Merchant hereby grants to the Acquiring Banks and Safexpay a non-exclusive, royalty-free, limited license to use, display and reproduce the marks, name, trademark, service mark, logo, and/or brand name of the Merchant solely in connection with the marketing of their facilities and Safexpay’s Services to the public. The Merchant hereby confirms that the Merchant has the requisite right to use the marks and logos and to grant permission to use as stated herein. The Merchant shall not provide any marks, logos or other documents and marketing material that is the intellectual property of any third Party. The Merchant shall retain all intellectual property rights in such marks.
The Merchant shall prominently display on Merchant’s Website and/or in other online marketing materials, a statement/logo/marks/image provided by Safexpay relating to Safexpay’s Services subject to prior written permission. The Merchant must only use the logos/marks/images provided by Safexpay and no other.

Nothing contained herein shall authorize either Party to use, apply, invade or in any manner exploit or infringe the intellectual property rights of the other Party, Safexpay or the Acquiring Banks without prior written consent of the other Party, Safexpay and/or respective Acquiring Banks and the usage shall be in compliance with the agreement and such approval and policies as may be notified from time to time.
The Merchant undertakes not to infringe the intellectual property rights of Acquiring Banks and/or Safexpay respectively, whether directly or indirectly through any third party in the Acquiring Banks’ Services and software and/or Safexpay’s Services and Safexpay’s Platforms. The Merchant warrants that the Merchant shall only use Safexpay’s Platforms and the Acquiring Banks’ software for the purposes of the agreement. The Merchant, their employees or their agents shall NOT use Safexpay’s Platforms and/or Acquiring Banks software in any form whatsoever, so as to:
design, realize, distribute or market a similar or equivalent software program;
adapt, modify, transform or rearrange Safexpay’s Platforms or the Acquiring Banks’ software for any reason whatsoever, including for the purpose, among other things, of creating a new software program or a derivative software program;
allow unauthorized use of or access to Safexpay’s Platforms and/or Acquiring Banks’ software;
disassemble, reverse engineer, decompile, decode or attempt to decode Safexpay’s Platforms and/or Acquiring Banks’ software;
allow Safexpay’s Platforms and/or Acquiring Banks’ software to be disassembled, reverse engineered, decompiled, or decoded; and/or
in any way override or break down any protection system integrated into Safexpay’s Platforms and/or Acquiring Banks software.
The Merchant fully understands that, Safexpay may create or generate database in respect of Customers who are using Safexpay’s platform. All intellectual property rights including user right in respect of such database shall fully vest with Safexpay.

Nothing herein shall be construed or implied to cause any transfer or grant of any right in either Party’s intellectual property to the other Party.

COVENANTS OF THE MERCHANT

Merchant shall ensure due fulfilment of all Customer Orders in accordance with the terms and conditions available on Merchant’s Website. Merchant will not acknowledge the Customer Order as “shipped/ executed” until after the merchandise has been duly shipped or the Customer Order is completed/executed. Merchant shall deliver all Products/Services to Customer and/ or complete/execute all Customer Orders as expeditiously as possible and without any delay. Merchant will not offer “backordered” or out-of-stock/unavailable Products/Services for sale. The Merchant shall be solely liable for quality and efficiency of its products/services;
Merchant shall be responsible for the accuracy of all information and/or validity of the prices and any other charges and/or other information relating to the Products/Services, offered through Merchant’s Website. All risks associated with the fulfilment and completion of Delivery by Merchant shall be solely that of Merchant’s and not of Safexpay’s. Any and all disputes regarding quality, merchantability, non-delivery, delay in Delivery or otherwise shall be resolved directly between Merchant and Customer without making Safexpay and/or the respective Acquiring Bank/Facility Providers a party to such disputes;
Merchant shall not directly use Safexpay’s services and facilities in any manner or in furtherance of any activity, which constitutes a violation of any law or regulation, or which may cause Safexpay/Acquiring Banks/Facility Providers, to be subject to investigation, prosecution or legal action;
Merchant will endeavor to intimate Safexpay of its change of ownership or legal status or its cessation of business;
Merchant shall (i) perform its obligations under the agreement; (ii) obtain licenses, approvals, registrations and any other governmental or other permissions (“Permissions”), and ensure that they are renewed in a timely manner; and (iii) comply with all applicable laws, rules, regulations, guidelines, bye-laws, notifications, circulars, instructions of government or other authority(ies) as may be applicable, including the rules set by the Card Association including card acceptance guidelines of Master Card, Visa, Diners, Amex, etc., EMV Compliance or any other applicable terms and conditions from time to time;
Merchant shall be solely responsible for the accuracy, validity and furnishing of the billing information, Customer Charges, validity of the charges/prices, and/or other information relating to Customer, Customer Order and fulfillment thereof, and Product/Services availed by Customer, through Merchant’s Website. Merchant hereby confirms that Safexpay shall not be responsible for any customer complaints regarding inaccuracy or deficiency in service or incorrect/expired/disputed Products/Service of Merchant. Merchant shall take full responsibility and take all such measures as may be required to resolve the same at its sole cost and expenses;

The Merchant shall ensure that appropriate cancellation policy, refund policy, privacy policies, disclosures/disclaimers, terms of use pertaining to the Merchant’s Website, the terms of the Products/Services provided by the Merchant and terms of paying the Customer Charge are displayed conspicuously on the Merchant’s Website (collectively “Merchant Terms and Conditions”). The Merchant shall prior to accepting any instructions from the Customers ensure that the Customers are duly registered on the Merchant’s Website and the Customers accepts all the Merchant Terms and Conditions. Safexpay reserves the right to inspect the Merchant Terms and Conditions and content at any times on website, pursuant to a direction given by the Acquiring Bank from time to time. Safexpay, may ask Merchant to add to Merchant’s Website such disclaimers, policies (including refund policy), warranties and indemnities as may reasonably be required from time to time and Merchant shall comply with the same forthwith, without any demur or delay;
The Merchant shall ensure that the content of the Merchant/Sub-Merchants website and their product/Price marketed on the website shall be genuine and are at all times in compliance with the Applicable Law. Safexpay at its sole discretion may require Merchant/ Sub-Merchants to change the content on their website which Safexpay finds unauthentic, unethical, illegal, and the Merchant/ Sub- Merchant shall accordingly modify/get modified the content thereof within such time period as Safexpay may stipulate.
Merchant also acknowledges that the arrangement between one or more Acquiring Banks and Safexpay may terminate at any time and such Acquiring Bank Services may be withdrawn. Safexpay shall ensure that Safexpay’s Services are provided through other Acquiring Banks and Merchant agrees and confirms that this shall not be used as a ground for termination of the agreement;
Merchant has a duty to issue receipts/tax invoices or any evidence of receipt to Customer and/or clients as prescribed by law;
The Merchant hereby agrees that it shall bear and be responsible for the payment of all relevant taxes, surcharge etc. due upon the Payments and Safexpay’s Services provided under the agreement.

Merchant has the marketable and legal right and title to sell Products/Services offered by it to Customer;
Merchant shall not collude with any other third party including but not limited to any relatives of the Merchant’s promoters, controllers, directors, employees, contractors, agents or officers, friends and family members to misuse Safexpay’s Services for making bogus or fraudulent Transactions. Merchant will further ensure that it shall not use the amount facilitated through Safexpay’s Services for the purpose of any illegal activity or money laundering. Merchant shall ensure payments made by Customer are for the genuine purpose of availing Products/Services from the Merchant’s Website. Under no circumstance shall Merchant allow Customer to make Transactions for the purpose of providing cash or any other benefit to the Customer.

Merchant shall not be entitled to and shall not at any time require Customer to provide the Merchant with any details of Customer accounts held by Customer including, without limitation, passwords, account number, card numbers and PIN which may be assigned to Customer by the Acquiring Banks/Issuing Institutions/Facility Providers etc., from time to time, except for such details as may be required for authorization of Customer Charges. Merchant shall not input any data on behalf of Customer or the Acquiring Bank on Merchant’s Website, failing which it will be considered as a breach of trust of Safexpay and/or of the Acquiring Bank. Merchant shall store any Customer Data including but not limited to such data that is related to Customer’s Payment Instruments and Valid Cards (whether expired or not) for minimum 5 years however the Merchant should not share such data with anyone, Merchant is solely liable for the disclosing of such data to anyone or any third party. Merchant may store only limited data for the purposes of tracking Transactions and Customer Order fulfilment. Upon completion of Transaction, data related to resolving any customer complaints or disputes alone may be retained subject to Safexpay’s prior approval in writing. Merchant may store only limited data for the purposes of tracking Transactions and Customer Order fulfilment and take reasonable care to secure this data. The liability of the misuse of this data lies with the Merchant. Upon completion of Transaction, data related to resolving any customer complaints or disputes alone may be retained subject to Safexpay’s prior approval in writing;
If Merchant intends to modify its business category, payment type and/or amend the method or conditions for selling of Products/Services, Merchant agrees to take prior approval from Safexpay. Without limiting provisions of the Agreement, Safexpay charge an additional fee in respect of said modifications which shall be mutually agreed between Merchant and Safexpay .;
The Merchant shall ensure that the person on whose behalf the Product/ Services are offered by them has the marketable and legal ownership and title in respect of all Product/Services offered by it to the Customers by using the Service Provider Services.

In the event that the Merchant provides equal monthly instalments (“EMI”) options to the Customers, the Merchant shall deliver the Product/Services after the approval of the EMI from the Issuing Institution providing the EMI option through Safexpay. Safexpay shall not be liable to the Merchant or the Customer for any dispute arising with respect to rejection of EMI option to a Customer after a Transaction has been confirmed, irrespective of the Settlement Amount being in the Nominated/Acquring Bank or already transferred to the Merchant’s Bank Account. The Customer shall raise such dispute directly with the Issuing Institution.

The Merchant shall ensure that the best service standards in the industry are adopted and shall ensure Delivery of all Product/Services sold to Customers in accordance with the highest standards.

The Merchant agrees to put up such notices, disclaimers or warranties as may be required by Safexpay and/or the Acquiring Bank and the Merchant shall comply with such request as soon as practicable.

The Merchant shall ensure that the Merchant shall not engage in activities restricted in Annexure A and causes harm to the business and/or brand of Safexpay, the Bank and/or the respective Acquiring Banks.
The Merchant must indicate its acceptance of the respective Acquiring Banks whose Payment Mechanism is being used, whenever it communicates the payment methods it accepts to its Customers.

The Merchant shall maintain and run its Website as a part of its business and shall ensure that the Website does not contain libelous, defamatory, obscene, pornographic or profane material or any instructions that may cause harm to the other Parties and/or any third party.

The Merchant shall inform Safexpay of all changes in its constitution, directors/partners/trustees, or change in its current addresses of each office, within seven (07) Business Days of such change having taken place listing out the names and details of the personnel in charge of the management and affairs of the Merchant. Such intimation shall be provided on the Merchant’s letterhead signed by the authorized signatory of the Merchant, or in writing through an email notification from Merchant’s official email ID containing signature from authorized signatory.

Merchant agrees that Safexpay is entitled to set-off all Outstanding Amounts against the Settlement Amount payable to Merchant under the agreement. If the Settlement Amount is not sufficient to set-off, Merchant agrees to pay Outstanding Amount to Safexpay. In case Merchant fails to pay such Outstanding Amount, Safexpay has the right to charge an interest at the rate of eighteen percent (18%) per annum of Outstanding Amount from the due date until the date on which all payments, including the accrued interests have been made in full;
Merchant shall ensure that Customer using Safexpay services must comply with the terms of its issuance and use.

Merchant is responsible for making the customers aware who are utilizing Safexpay services to immediately inform the Merchant or Safexpay of any instances of loss, theft, or unauthorized use of Safexpay services. Merchant shall immediately forward/share with Safexpay the above said information.
Merchant agrees and ensure that Customer shall be liable for all losses related to unauthorized payment transaction if he has:
Acted fraudulently
Failed to fulfill its obligation

Merchant agrees and understands that Commercial Bank holding Customer fund in Nominated Account on behalf of Safexpay/Acquiring bank account shall be liable for safeguarding and protecting the funds and Safexpay shall not be liable for such Customer funds.

Merchant ensures that its Customer shall be liable for losses up to one hundred percent (100%) of the transaction value related to any unauthorized payment transaction if proven that the Customer has failed to protect Safexpay’s services from misappropriation / misuse.

Merchant agrees and understand that Safexpay shall have the ability to block further use of Safexpay services exhibiting suspicious patterns of activity, until the Customer has satisfactorily provided additional verification and accounted for the patterns which gave rise to the blockage.

Merchant shall not store Customer data or transaction data outside of the UAE.

Merchant shall not share the personal data provided by the Customer unless necessary as per AML/CFT laws with specific legal requirement.

Merchant shall ensure that the Payment Instrument is not accessible to persons other than the Customer to whom the Payment Instrument was issued.

Merchant understand and agrees that the Safexpay only charge a Customer for the execution of a payment transaction
The Merchant shall present and market the Services to its customers in the Sales Channels by displaying Safexpay’s trademarks in the website checkout area or at the cashier of the Sales Channel.

The Merchant agrees that Safexpay reserves a right to suspend the payment and/or Safexpay’s Services provided herein, forthwith, in event the Merchant fails to observe the Merchant’s covenants provided herein.

CONFIDENTIALITY
The Parties agree to maintain the confidentiality of the Confidential Information and to protect all portions of the Disclosing Party’s Confidential Information by preventing any unauthorized disclosure, copying, use, distribution, or transfer of possession of such information. Dissemination of Confidential Information by Receiving Party shall be limited to those employees with the need to such access for the advancement of the intent and objects provided for in the agreement.

At no time, the Receiving Party shall disclose or allow its officers, directors, employees, representatives or subcontractors to disclose the Disclosing Party’s Confidential Information to any third-party without the prior written consent of the Disclosing Party. Receiving Party agrees to protect the Confidential Information of the Disclosing Party with the same standard of care and procedures used by itself to protect its own Confidential Information of similar importance but at all times using at least a reasonable degree of care.

The obligations set out in this Clause shall not apply to Confidential Information that (i) is or becomes publicly known legally other than through breach of this Clause; (ii) is in possession of the Receiving Party prior to disclosure by the Disclosing Party, provided that the same can be demonstrated through written records; (iii) is independently developed by the Receiving Party before disclosing the information to the Receiving Part, provided that the same can be proved through written records; (iv) needs to be disclosed to professional advisers; (v) is thereafter rightfully furnished to such Receiving Party by a third-party without restriction by that third-party on disclosure; or (vi) is required by law, judicial court, recognized stock exchange, government department or agency or other regulatory authority, provided that sufficient notice is given of any such requirement, by the Receiving Party to the Disclosing Party, in order that the Disclosing Party may seek an appropriate protective order or exemption from such requirement, prior to any disclosure being made by the Receiving Party.

The confidentiality obligations provided herein shall continue to survive and be applicable and binding on the Parties for a period of Five (05) year after the termination or expiry of the agreement.

NO WARRANTY
Safexpay shall endeavour to maintain Safexpay’s Services and Safexpay’s Platforms on a commercially reasonable basis. Merchant acknowledges that services provided by Safexpay, the Facility Providers and the Acquiring Banks may not be uninterrupted or error free, or immune from data thefts, leaks, unauthorized intrusions, vandalism, hacking, theft, phone service disruptions, Internet disruptions, extreme or severe weather conditions or any other causes in the nature of a Force Majeure (defined hereinbelow), or from circumstances beyond Safexpay’s reasonable commercial control. The Merchant acknowledges that Safexpay’s Services received by Merchant pursuant to the agreement can be brought to an abrupt end in any event whatsoever by any of the Acquiring Banks or the Facility Providers for any reason whatsoever or can be suspended for maintenance without providing any notice, in which case Merchant acknowledges and confirms that Safexpay shall not be liable or responsible for any consequences whatsoever.

Although Safexpay adopts security measures it considers appropriate for providing Safexpay’s Service, Safexpay does not assure or guarantee that no person will overcome or subvert the security measures and gain unauthorized access to Safexpay’s Service or Merchant/Customer Data. Safexpay shall not be responsible or liable if any unauthorized person hacks into or gains access to Safexpay’s Service or to Merchant’s Safexpay dashboard account. Safexpay or the Acquiring Bank are not responsible for the security of data residing on the server of Merchant’s Website or a third party designated by Merchant (e.g., a host) or on the server of a cardholder or a third party designated by a Merchant/cardholder (e.g., a host).
Safexpay’s sole obligation and Merchant’s sole and exclusive remedy in the event of interruption to Safexpay’s Services or loss of use and/or access to Safexpay’s Platforms, the Facility Providers’ facilities and the Acquiring Bank’s Services, shall be for Safexpay to use best endeavors to restore the Merchant’s access to such services.

Safexpay and the Acquiring Banks disclaim all warranties, express or implied, written or oral, including but not limited to warranties of merchantability and fitness of the services for a particular purpose. Any downloading, or script execution, is done by Merchant at its own sole risk and discretion and it shall be solely responsible for bearing any loss or damage occurring to its computer systems, or data. No advice or information, whether oral or written, obtained by Merchant from Safexpay or through or from the use of Safexpay’s Services shall create any warranty and Safexpay shall have no liability in this respect.
For the avoidance of doubt, in no event shall Safexpay, the Facility Providers and the Acquiring Banks be liable to Merchant or any other third party for (i) amounts due from Customer in connection with any Products/Services obtained by Customer at Merchant’s Website; and (ii) any applicable taxes and Government levies.

INDEMNITY
Merchant hereby undertakes and agrees to indemnify and hold harmless, at all times, Safexpay, Facility Providers and Acquiring Banks, and all of their directors, officers, employees and representatives (“Indemnified Parties”) from and against all actions, proceedings, claims, liabilities (including statutory liability), penalties, demands and costs, awards, damages, losses and/or expenses, legal fees, charges (“Claims”) arising in relation to (i) any breach or non-performance by the Merchant of any of Merchant’s undertakings, warranties, covenants, declarations or obligations under the agreement; (ii) any claim or proceeding brought by Customer or any other person against Safexpay or the Acquiring Banks or the Facility Providers, in respect of any Product/Services offered by Merchant or usage of Merchant’s Website or of any contents of Merchant’s Website; (iii) any act, negligence, omission, misrepresentation, misconduct, non-performance or fraud by the Merchant, or their employees, contractors, agents, Customer or any third party; (iv) any breach or violation of prevailing data protection and privacy laws including any hacking or lapse in security of Merchant’s Website or compromise of Customer Data; (v) Chargebacks or refunds relating to the Transactions contemplated under the agreement; (vi) breach of any applicable laws, rules regulations, legal requirements (including Central Bank regulations, Card Association Rules, Acquiring Bank rules) in force in UAE and/or in any place from where Customer is making the Transaction and/or where the Product/Services is or to be delivered and/or where the respective Issuing Institution is incorporated/registered/established; (vii) any omission by Merchant in respect of the sale of/payment for the Product/Services; or (viii) any fines, penalties, interest on delayed payments imposed directly or indirectly on Safexpay on account of sale of Products/Services on Merchant’s Website in contravention of the agreement; or (ix)breach of confidentiality and intellectual property rights obligation.

The indemnities under this Clause are in addition to and without prejudice to the indemnities given elsewhere in the agreement and all the indemnities provided herein shall survive the termination of the agreement.

CONSEQUENCES OF TERMINATION

The termination of the agreement shall not affect the rights or liabilities of either Party incurred prior to such termination. In addition, any provision stated to survive the agreement or to be effective on termination or the obligations set out in this clause shall remain in full force and effect notwithstanding the termination. Both Parties shall undertake to settle all Outstanding Amounts within thirty (30) calendar days of the termination taking effect.
Where any Outstanding Amounts claimed by Safexpay exceed the Settlement Amount due to Merchant, the difference thereof shall be a debt due from Merchant to Safexpay and will be subject to an interest if the payment has been delayed for the period mention in 19.1 on such Outstanding Amount from the date of effective termination until the date of payment in full, at the rate of eighteen percent (18%) P.A . This section shall not preclude Safexpay from recourse to any other remedies available to it under any statute or otherwise, at law or in equity.
All materials, documentation, instruction manuals, guidelines, letters and writings and other materials issued by either Party from time to time in respect of the agreement, whether in respect of the utilization of the Payment Gateways or otherwise shall be returned to the other Party upon termination.
Merchant agrees and confirms that Merchant shall remain solely liable for providing consent and confirmation of chargeback, refund and proof of transaction of the same. Safexpay shall not be liable if there is any discrepancy due to wrong information or documents provided by the merchant as per which such chargeback or refund has been initiated by Safexpay., Merchant is also liable for outstanding Amounts incurred by Safexpay, Acquiring Banks, Card Associations and/or Customer and for all claims and proceedings arising against Safexpay and/or Acquiring Banks with respect to Merchant’s obligations under the agreement. Merchant hereby authorizes Safexpay to retain such amount from the rolling reserve (if any) and/or the security deposit or from the Settlement Amount payable to Merchant (including Settlement Amounts withheld) as may be determined by Safexpay to cover Chargeback risk or refund risk or any potential loss, damages, penalties, cost that may be incurred by Safexpay, Acquiring Banks, Card Associations and/or Customer for a period of 180 days after termination. Upon completion of eighteen 180 days, and within thirty (30) calendar days therefrom, Safexpay shall transfer all such uncontested withheld amounts to Merchant reduced by any Chargebacks or Chargeback related penalties incurred during such period. All settlement to Merchant after notice of termination shall be done post termination. In the event that such retained amount is not sufficient to cover all Outstanding Amounts of Merchant post termination, Merchant shall ensure that it pays Safexpay all pending amounts within fifteen (15) calendar days of receiving the demand notice and shall at all times keep Safexpay indemnified in this respect. In case Merchant fails to pay such pending amount within the time period Safexpay shall not liable for the such outstanding payment and/or chargeback and/or settlement outstanding Amounts specified hereinabove, further Safexpay has the right to charge an interest at the rate of eighteen percent (18%) per annum of pending amount from the due date until the date on which all payments, including the accrued interests have been made in full This clause survives the termination of the agreement.

FORCE MAJEURE

Notwithstanding the provisions of the agreement, neither Party shall be eligible for liquidated damages or termination for default against the non performing Party, if and to the extent that the delay in performance or other failure to perform its obligations under the contract is the result of an event of Force Majeure which shall include but not be limited to fire, flood, earthquake, acts of Governments, regulatory restrictions, court orders, epidemic, equipment failure, cyber-wars, order of any court or authority.
If a Force Majeure situation arises, the affected Party shall promptly notify the other Party in writing of such conditions and the cause thereof. Unless otherwise directed by the either party in writing, the affected Party shall continue to perform its obligations under the Agreement as far as reasonably practical and shall seek all reasonable alternative means for performance not prevented by the Force Majeure event. The non-affected Party may terminate this contract, by giving a written notice of minimum thirty (30) calendar days to the affected Party, if as a result of Force Majeure, the affected Party is unable to perform a material portion of their obligations for a period of more than sixty (60) calendar days.

GOVERNING LAW & DISPUTE RESOLUTION

If any dispute, controversy or claim between the Parties arises out of or in connection with the agreement, including any question regarding its existence, validity or termination arising out of or in connection with the agreement (“Dispute”), the Parties shall use all reasonable endeavors to negotiate with a view to resolving the Dispute amicably. If a Party gives the other Party notice that a Dispute has arisen (“Dispute Notice”) and the Parties are unable to resolve the Dispute amicably within thirty (30) calendar days of service of the Dispute Notice (or such longer period as the Parties may mutually agree), then the Dispute shall be referred to arbitration in accordance with the provisions contained herein this clause.
Subject to the substantive and governing law being the law of UAE as provided in the statutory legislations, any Dispute arising from the agreement shall be referred upon the application of any Party to and finally settled through arbitration under the Rules laid down by the UAE Federal Arbitration law or any subsequent enactment or amendment thereto.

The arbitral tribunal shall comprise of one (01) arbitrator, which shall be mutually appointed by the Parties. If the Parties fail to mutually appoint an arbitrator, then (i) Safexpay shall appoint one (01) arbitrator; and (ii) Merchant shall appoint one (01) arbitrator. The two (02) arbitrators so appointed shall mutually appoint the third (3rd) arbitrator, who shall be the presiding arbitrator, within thirty (30) calendar days.
The seat of the arbitration shall be UAE.

The language of this arbitration shall be English and any document not in English submitted by any Party shall be accompanied by an English translation. A written transcript of the proceedings shall be made and furnished to the Parties.
The arbitrator shall have the power to grant any legal or equitable remedy or relief available under law, including injunctive relief (whether interim and/or final) and specific performance.

The arbitrator shall also have the power to decide on any dispute regarding the validity of the arbitration agreement provided in these instant provisions.
Each Party shall participate in good faith to reasonably expedite (to the extent practicable) the conduct of any arbitral proceedings commenced under the agreement. Subject to clause 18.9 below, the Parties to the Dispute shall equally share arbitration fees but shall bear the costs of their own legal counsel engaged for the purposes of the arbitration.

The arbitrator shall render a written and reasoned award in writing at the earliest and in its award, also, decide on and apportion the costs and reasonable expenses (including reasonable fees of counsel retained by the Parties) incurred in the arbitration. Any arbitral award or measures ordered by the arbitration tribunal (i) may be specifically enforced by any court of competent jurisdiction; and (ii) shall be final and binding on the Parties.
The provisions of this clause shall survive the termination of the agreement.

INSPECTION

Safexpay may, by itself or through an authorized representative, audit or call for the records, systems and statements of the Merchant, or such records as is required by itself, the Acquiring Banks, Central Bank or any other regulatory authority, or for the purposes of conducting a security related audit, or as may be required under any applicable laws, from time to time, to verify among other things, Merchant’s compliance with the PCI-DSS/PA-DSS standards, Central Bank regulations, or instructions of Acquiring Banks and Card Associations. Any such audit will be conducted by Safexpay on the Merchant’s premises or their facilities during business hours after providing the Merchant a prior notice of seven (07) Business Days. Safexpay and its authorized representatives will treat as confidential any Confidential Information that is contained in the records or other information provided by the Merchant during such audit.
Merchant shall be solely responsible for compiling and retaining permanent records of all Transactions and other data including Customer data, Proof of Transactions, status of Delivery and such other records, and preserved in such manner as may be specified by Safexpay/Acquiring Banks/Card Associations. Merchant shall ensure that it maintains such records including Customer data, Transaction data Proof of Transaction with respect to each Transaction initiated through Merchant’s Website exclusively within the borders of the UAE, (excluding UAE financial Free Zones), for a period of Five (5) Years from the date of original Transaction. Proof of Transaction shall be open for inspection by Safexpay and/or the Acquiring Banks at all times during working hours on Business Days, subject to a prior written notice of seven (07) Business Days. Notwithstanding the foregoing, Merchant understands that Safexpay and/or the Acquiring Bank and/or Nominated Bank reserve the right to call for Proof of Transaction, at any time, before and/or after settlement of Settlement Amount to Merchant’s Bank Account with respect to any Transaction.

Both the parties must store the details of Customer Personal Information for the minimum period of five (5) years from the date of termination of the agreement.

Safexpay shall use the system capable of screening transaction in compliance with AML/CFT laws. Safexpay shall screen every transaction against money laundering and terrorism financing for amounts that exceed the threshold as per the AML/CFT Laws or any Notice issued by the Central Bank.
Safexpay shall perform due diligence measures to its existing Merchant and its Customer as deemed appropriate.
Merchant shall also permit the authorized representatives of Safexpay/Acquiring Banks and/or Central Bank to carry out physical inspections of the place(s) of business or other facilities of Merchant to verify if Merchant is in compliance with its obligations hereunder.
Merchant’s refusal to comply with the provisions of this clause shall be considered as a material breach entitling Safexpay to suspend or terminate Safexpay’s Services immediately.

ANNEXURE – A

List of Non supported category of item/Products/Services

Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services;
Unlicensed alcohol which includes Alcohol or alcoholic beverages such as beer, liquor, wine, or champagne;
Body parts which includes organs or other body parts;
controlled/recreational drugs and narcotic substances;
publications and artwork that contradict or challenge Islamic teachings and values;
Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free;
Child pornography which includes pornographic materials involving minors;
Copyright unlocking devices which includes Mod chips or other devices designed to circumvent copyright protection;
Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods;
illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms;
Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items;
Endangered species, which includes plants, animals or other organisms (including product derivatives) in danger of extinction;
gambling which includes sports bets, memberships/ enrolment in online gambling sites, and related content;
Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles;
Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, websites, or other protected property;
Illegal goods, which includes materials, products, or information promoting illegal goods or enabling illegal acts;
Offensive goods, which includes literature, products or other materials that: a) Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors b) Encourage or incite violent acts c) Promote intolerance or hatred;
Offensive goods, crime that includes crime scene photos or items, such as personal belongings, associated with criminals;
Any product or service without prior requisite license or permit from the competent authorities.

Any product or service, which is not in compliance with all applicable laws and regulations whether federal, state, local or international including all laws and regulations of UAE;